Rocky the Flying Squirrel and his erudite friend Bullwinkle J. Moose are living in the now desolate Frostbite Falls, barely surviving on diminishing residual checks from re-runs of their old television series. Meanwhile, back in Pottsylvania, Fearless Leader and his notorious spies Boris Badenov and Natasha Fatale have escaped their cartoon existences and are reborn as characters in flesh and blood, and headed for Hollywood. There the evil trio hatch a ruthless plan to take over the world, forcing Rocky and Bullwinkle to go head-to-head with their longtime nemeses Boris and Natasha, to stop them once and for all.